EFTA00165917.pdf

Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate ter% of Southern Trust Company, ne (the "Corporaeoril hereby certify that: Accord Number . the duly elected and fl og (1) mn following resolutions were adopted by wiriness, consent of the Board of Directors of the Corporation on the . 13 RESOLVED. that any persons designated by the Pre s i 4_69 rt, day of the Corporation are authorized on behalf of the Corporation to: (Al Open and maintain one of more brokerage matousit(s) to: end in the name of the Corporation at Deutsche Bank Secorties Inc (refined to herein as *OBS r I (including any successor thereof); WI Devise. deliver, assign. withdraw end transfer funds. realm manta and sersones of any type, (C) Sell any Mounties owned by the Corporation; (DI Buy any secwities in a cash acroinc end (El Buy, see and son secunties (including put and cell options) shod in a margin account; and (DELETE (E) IF INAPPLICABLE] 09 Execute ail documents, and exercise and direct the exercise of all duties, rights, and powers, and take all actions neonate or appropriate to perform the powers anurrieeted obeys. FURTHER RESOLVED. that the et e-s of the Corporation shall certify In writing any changes in the rowers. onto, or identity of those parsecs 4h:themes to perform the powers enumerated above. DEMI may rely upon any such certificate of authority furnished by the Consolation unit %seinen cortilkabon of any chenge in authority shell haws been received by DESI. My pest moon in accordance with this resolution is hereby 'abroad and confirmed. The powers enumerated above pertain to securities of any type now or hereafter head by the Corparabon tri its own fight a in any fiduciary capacity. Powers emulously certified by the Corporation not be affected by the dispatch or receipt of any other form of notice nor any change in the position with the Corporation held by any pitmen so emPerwenki. Any officer of the Corporation is hereby authorized to certify thrlia•restilutione to whorn it may concern. (2) Ewa of the hallowing we authorized to perform the powers entrnerated in the foregoing resolutions and by signing his or her Mania in this section 2 agrees on behalf of the Corporation to the Terms end Conditions attached hereto: (Ust name and coverage position) Name Henn Signature Poston Noma Positien Signature Signotuiv Deutsche Bank Securiten Inc, a Subsidiary Of Mutate Bark AG. conducts Inwetrnert banking and serail let activities et the Um d tato al-WAtOtee Cap Acid Sethi TIC £2112) CORP 00M20-022212 CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001665 EFTA_000 15139 EFTA00165917 (3) The Corporation is duly organised and existing under the lava of the State of inv_0.5.1./rIneinlitsylifld has the oCesarS to take the action; withonzed by the resokidons °Mind herein. (4) No action hiss been San to rescind or emend said resolutions. and they are now in full torte and effeot. (6) No one other Menthe Corporation shall have any Intern( in any RCCOtint opened and maintained trite mime of the Corporation. Ell THE TERMS AND CONDITIONS ON THE NEXT TWO PAGES CONTAIN A PR E.DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WTINESS WHEREOF. I have hereunto affixed my hind and the wet of the Corporation this co) day of vs) O /3 SpALsa tie . • • . . L_. •:‘ ai r. • ` ' !•• • ' a . . . . - ..... Signetwe of Certifying Officer Arr. V • Name of Certifying Officer retatril Corpora. Tina of Certifying Officer Pease note: A second certifying office mud sign if the t,rct certifying officer is one of the persons listed' section 2. Va. Scooter, of Second Cemfying Officer Name of Second Corn hong Clew Corporate Title of Second Certifying More IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STAT FS. THE WENT MUST COMPLETE ANT.) RETURN A FORM We ALONG WITH THIS OFFICER'S CERTIFICATE. NOVO/ -0186 Corp Acct Authi 18C 107/12) CORP 006470017212 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001666 EFTA_00015140 EFTA00165918 . •ARTICLAWOF INCORPORATION. OF FINANCIAL INFONATIDS, We, the midi:aligned, for the purposes of associating to establish a corporation for the transaction of the business and die promotion Anil conduct of the objects And porpons• hereinafter mated, under the provisions and subject to the rcquiteinentw of the lime of. the Virgin Islands of the United 'Stites (hereinafter called the "Virgin Islands"), and partienlarly the Ocncral Corpotation.law of the Virgin Islaticla (Chapter 1, Tide 13, Vfigin Islands Code), as the same may he amended fronatiine to time, do brake add Me iliac Articles of Incorporation in writ ing atiridu oatifr The name of therm:potation inafter it:fern:4m as Ilw toporstion") is Financial Infotnities, Inc. ABTICLE-11 The piincipal office of the Copulation, in the Virgin Islands h Ideated at 916014avensight, Pon of Sale, Suite 15.16, tit. Thomas, U,$.. Virgin Islands, 001102. and the tramp of the resident Agent of the Corporation' is Kellcrhels Ferguson 12.2,, whose mailing address is 01(10 Natecnsight, Port of SaIr.„ Suite 15-16,:St. 7hrnnas, U.S. Virgin .1slantla 0611(Y2, and whose physical •atfilmas 9100 Ilavensijibh Port of Sale, Suite 15.16, St. Thomas, U.S. Virgin Islands. Atakooluil tI Without limiting in any manner Ar- scup° and gcne,ndity of the allowable functions of tlitiCommition, it is hereby provided that the Corporation shall have the following purposes, objects and powass . f r. • ; • (2) To enter iota and carry out any contracts (1r.ori in relation to the fungisitig %animas with any patron, .fion, corpotation, or glnierninellt or govemmcntal agency. • ri . • • :.. (I) 'in engage in any lawful bushiest in the linked States Vitgin.lilands: (3) To conduct ps business in the United State's Virgin Island's And to have offices within.the 1.10Wed States Virgin Islands. (4) *170 borrow drain money to any altsainicpettnitted by law by the sale or insienceol1 obligations of any kind, to guarantee bane, other types of indebtedness and financing obligations, intd to secure the foregoing by mortgages -or other liens upon noy and all of the property ofemery kind of the Corporation. (5) To do all and everything necessary, suitable and proper 7fotthe accomplishment of any of the pumosea ot the attainment. of any of the. objects or The exercise of Any of the pawns herein set forth, either alone or in connettion with other finny htdividuals, ins0ciaritnis a corporations id the Virgin Islands andthewhere in the. United States and foreign countries, nod to do any other acts or thingi incidental or appurtenant to or growing riot of tic connected' with the said binding; purposes, objects and prdvits of any part thcorof rot inconsistind with the laws of the Virgin Islands, and to exercise, any and all powers .now or hereafter conferred by law •ent business corporations whether expressly enumerated herelit nt not. pUlpONCIS phµets and powers specified in thjs Ankh': shall dor be limited qr restrictotibrmfacoce to the rains ofaity othisc subdivision or of airy other article of these Mocks of Incutpuration• 1/41'44 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001667 EFTA_000 15141 EFTA00165919 AR'f1CLB 'lite total number of shares ofall classes of Mock that the Corporstkm is authorised to issue is Ten "flotisanit (1000) shard of common stuck at 101 par *Alm no pretested stock authorised. file minimum sunburn of capind-with which the Corpouttion will commence business is: Otte Thousand Dollars 41,000). ARTICLE V 'thw names and places of residence of each of the persons forming the Corporation air. ax follows: NAME 11E5rnEISICli Erika A. Kellerhals @get"). Ferguson Brat.Gesty ARTICLE VI 11)53Curporathin is-to have petpetial existence. ARTICLE Y For the•tnanagtanent of t hehaiku= and for the conduct of the affairs of the C.inporation, and in further creation, definition, limits-Rimand regulation of the powers of.* Corporation and oils ditectoniaml • stockholders, it is further provided; ri ?Kik (1). Time number of directors of the Cotprwatitin shall be fixed by, or in the entont4rorrittickitytfic brkiwa, hitt in no case shall the number he. 'fewer than three (3). The alimeWit rind otif, Ise 464k:holders. •• •• - futtherance and not in limitation the powers conferred by thelsws of tho.;31irgtp Islands, and subject art° times to. the provisions tbetouf, the Raar.d•ofDireeturs IS expressly iiithorixrd and mnpowertxt • -00 To make, adopt amid amend the by-laws of the cetpontliour.euhicet to the-powers of the stneltitoklets to slmr, repeal or modify the by-lows adopted by the Board of Pirectons. 'Lb authorise and' Issue obligations ;of the florotatitifi, scatted and unsecured, to include therein such. provisions as to redeemability, convettiliilil elk otherwise, as the Boani of 1)imaots in its sole discretion rimy determine, snit -to iturhoriv.e •the mottgagim of pledging of, and to authorise mid coat; to he executed. mostpgris mkt finis upon any ptopetty of die Cotraiion, real or personal, including after acquired property. (c)- To determine whether any. and, if any, what part of the net profits of the Cop-maim or of its net assets in .cXCINA of IM capital shall be• declared in dividends and Maid to the stockholders, and to direct and determine the use and dis' pogtiou thetcof. (2) (b) 2 • CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001668 EFTA_000 15142 EFTA00165920 (d) To set apart a reserve or reserves, and to-abolish such resent o.r Jtscriteet, or to make such other provisions, if any, an shc:Buard olDinztors Sy deem necessary or uthisahle for working. capital, for additions, impr0vemaits and 'betterments to plant and equipment, for expansion of the business of rho Corporation (including the acquisition nr real and :personal props:ay for this purpose) and .For any other .purpose of the Corporation. (e) To establish bonus, prolit-aimeing, pension, thrill and other types. of incentive, compensation or retirement plans for the officers and employees (including -officers and tomb:lees who are also "Rip:clots) of the Corporation, and to fix the amount of profits to be dist/Baited or shared in conliiInna1/2.1.and the Amounts of the °separation's hinds or otherwise to be devoted theruto, and to deremtine the potions to panitipatein any such plans and the amounts of thin; respective patticipaihnis. • (I) To issue or grant options (or the purchase of. shares of stock of the Corpotaliott in officers and employees (inducting officers and employees who ate also diterumi) of the Corporation and on. such terms sod conditions us the Board of Directors may from time to time determine. (g) To once into tontotets for the ihstragemetit of the-business of thWt:cirporation for terms not exceeding tiVe (5) pmts. (h) To exercise all the powers of the Corporation, except such as are conferred by law, or by theio Ankles Of incorporation or by 'hi: by-laws .of the Corporation upon the stockholders. • (i) To issue such &slam of stock and. sales withfit any dim of *hick with such value and voting powers and with such designatiOns, preferences and restive, participtaing, optional or other special rights, and glialifitations, limitations or restrictions. Wit:of14i is Onniiin the resolution or resolutions providing for the iisuc nf such stock adtiptecthy the Board of Directors and duly *filed with the office of the yes. Governor of the Vito likulds in accordance Wilk Sections 91 and 91, {chapter 13; Virgin Isla0ds COde, ae the ssmettifty-he amended from time to time. sr • ARTICLE IIII .2 en No Stockholder shrill. sell, convey, mar or otherwise tratwfek any of his or. her, sham( of strict( without first offering the. slime to the Corporation at the lowest price at which the stockholder is willing to dispose. of dm same; and the Corporation shall have thiect (3.n) days within wbich,to tic,cept.smne, the Cotporation shall notify die stockholder uf.its eleciion.in writing. If accepted by the Ccapotation. the landholder shall incsinptly assign die shares of stock to the Corporation, middle Corporation shelf promptly -pay therefor. if the Corpor.ition rejects the offer, then the stockholder, shall otter the stock to the remaining stocItholdert ender the same resins as offered to the torporittion; aitti the remaining stockholders 'shall have thirty, :(.40) days within which to collectively or individually s top' the Same in writing. I( the teinaining stockholders reject the offer, then the stockholdel shell Italic the righrto sell the snick at the Sallie or %greater ptici than that at whichit was uffeted ui the Corporation. if the stocklioldtt shag deairc to:sell.the stock at A lessor linen than that originally quotedin the CoLpocationi the stockholder must then repeal the ptucesx alintecring the stock for sale to the Cotponnion and the .stockholders. in tunt Shares of stock in this Corpotation doll not be transferred or Sold Mail the sale or transfer hat been repotted to die. Board ottiteetors and appmved bythent. 3 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001669 EFTA_00015143 EFTA00165921 No stockholder shell pledge as collateral fat indebtedness any rhino; of stock without first nbreining the written consent ref n majority of the disinterested member! of the Board of Directors of the Corporation. ARTICLE Ix At all elections of dirtvitnt,. each stockholder shall be entitled to as many votes In% .sliall equat The number of votes that (except fur such provision. as to cmuulativevoting) the stockholilerivottld be. entitled to cast for the election of ilirtztot* with Mapco. Mina or her shares of stock multiplied by the tuturbet of.dircraors to be elected. 'flte•stockholdor may cast alltuon for a singIcAltector or aiibibotp. (bow ainong any two or more of thesnas.ht cu slid may see fit. M least tea. (1 6) days notice Shan bcsiven, however the shareholders ate entitle to waive notice of the meeting 24 provided by law. Tfutthermote, the meeting and vote of sinckhoklua may be dispensed with, if all of tine srockhoklets who Would havelteen entitled to vote Open; the action if.tuch mining were hekl, shall consent in wining to such corponacuctiOn being Sten. • ARTI_CIE X Subject to the provisions of Section 71, Tide.1,, Virgin !skinks03de, the Corp.ocation may enter into contracts or. otherwise transact business with one or more of as directors or. °MOS, or 'with or film or. association of which one or mutt of his directors or officers arc meMbeta or employees, or with any. other corporation. or association of which one or inure of its &Metre! or officers ate InSekholders, directors, officers, or employees, and no such contract or transaction Shall be.invalidafed at in any way effected by the fact that such director or dinteturs or officer or officers have or 'nay have intents% therein that arc or might he adverse to die interests of the Corporation even though the vote of the director. or directors having such adverse interest ls .necesmry to of litote the COMoratiOtron 'such-contract or oramatetiON'Provided that in any such care the fact ofsuch interest shall be disclosed of known to the directors or stockholders acting on :Or 4n. refenmee to ouch contract or Hamelin!). No direCtotoi directors or onieer.or•officets having such disclosed or Jrnmyn advearsinterest shall be liable to the COtpOtaliOn •14 SO any stockholder. or- creditor thereof or to airy other persofidfor any loss incurred by it under or by reatOn of any such contract or inns:Worm, nor shall any such. dirF4or 9e ditektoo or officer or officers he accountable for anrgains or profiteresilizal thereon. The proyidtmetof thlartiele shill not be construed to invalidate or in any way affect any contract of IfansactiOn that wort)rkiitliceitelse.valid under law. • ARTM1.13 XI The COrpOliniOn shall indemnify any •petson who was Otis a party or is threatened to be made a patty to any. threatened, pending, or tompleted action, twit, air, proceeding, whether civil, criminal, admintstrathre, or inVeitigative (other than an aetion.hy at in Are right of the Corporation) by mason of the fact drat he or she is or was a director, officer, employee,_ or agent oldie Cotponnion, or is or was serving at the maven of the CorpOuttion as a director, officer, employee, or agent of another corporation, partnershipr joint.venture, trust, or other enterprise, against expenses (Including attorney% fees), judgments, fines, mid Altmann; paid imscolcmont actually and reaartnably Meowed by him or het In connection with such action, suit,or proceeding ifi (1) he:or she newt (A) in good faith and. (0) in a manner reasonably believed to be in or not opposed to the hest intermix of the Gemination; and. (2) with respect to may criminal action or proceeding, he& site had no reasonalde muse to believe his or her conduct was unlawful. 4 • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001670 EFTA 000 15144 EFTA00165922 'The temiination of any action, stilt, or grticeeding- by Mdirtrano order, scalee:at, conviction, or upon a plea of nolo contend= or is quire/tat, shall not, of itself, createa presumption that the pe.noit dill not net in good faith and In a manner which he or she teskonably believed to be in or not opposed to the hest Molests of the Cmporation and, with respect too Roy crimihril action in proceeding, had reasonable cause to believe that his conduct was unlawful. (b) (c) (d) llhe Corporation iltaD indetnnify any person, who was Or is a party or is due-awned to be made n panty to :any threatened, pottling,:or completed action. in suiF by or in the right at the. Slicer. employee, or agent of the C.orporation, or is or was serving itt the request of the venture, trust, for other enterprise -against expenses (including attorney% fees) actually end reasonably incurred by him or her in etsetuttion with the defenseor,seplement of such actionor snit if he or she Acted: (I) in good faith; and in a manner he or she reasonably believed tribe in or not opposed to the hat interests of the Corporation. However; no intlanniftcation shall be made in respect of any claim, iSsue, Of. Matter ma to which such perstuishall halm beemadjudged to be liable feu: negligence tit misconduct•in:theperformatte of his or her duty to• the Corporadon unless:and only tothe extent that: the court in which such actionor suit is brought shall determine upon application that, despite the adjudication of linhility but in view of all the circumstances of the au,. such person is fairly and remittent* entitled to indemnity for such expenses which the court ihalideem proper. To.the cock that a .directot,.officer, employee, or agent of the Corp orationhas been successful on the merits Or otherwise in defense of soy action, suit nr proccedingatermel to in subparagerphs (a) and (I)), or in defense of any claim, issue, or matter:thetin, he or she she/iliac indeminifiejl ags.ittst expenses (inclodisignttomcys' fees) actually and unsomthly incurred by him or /actin connee4&i the(ewrift. • Any inclemnifkattion under subpinegraphs (a) and (b) (unless macro' by a court) shall tic-made by the Corporation only as anthorised in the speak cast upon a cictenninatirin this he M•she. had tries the. applicable standard of condte:t set forth in submintipaphi (a) and Xli). Such deteuninatihn ihall be nettle: (I) by the board of ditecrois n majority vote of a quorum consisting of difterena wke: were not • parties totted, ;taint', suir, of proceeding; .rat (2) if such. a quorum, is not obtainable., or crew if obtaitables quorum of disinterested din.cton so directs:by inclepoulent.legal counsel `in a written opinion; or (3) by the scocithalera. Expenaen incurred in defeating a civilly, criminal action, suit, or proceeding maybe paid by the Corporation in of the final disposition of such action, suit, or proceeding as audio/ bed by the board of directors in the specific case upontecdpr oftmenclertakiniby or on behalf of the director, officer, employee, or agent to 'repay such ntnunatts unless it shall ultimately be determincxl that he or she is entitled to be indemnified by the C:orporption as authotixed in this article. (I) The indemnification provided by this Melt sliall,not be cleaned exclusive of any intuit tights to vthich those seeking indemotheation may be welded boiler any bylaw, agreement, vote of stockholders or disinterested directors, or othetwise, both as to Orlon in his or her official capacity and as to action in amnionr capacity while holding much office, andshall continue sit to a person who has coastal to he a • 1 I CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001671 EFFA_000 15 145 EFTA00165923 lb ilirectOr, officer, employee, or agent And shall inure to the benefit of she hens, cxecomni, and etiminiattatots of such person. GO 111a Corporation shall have power repurchase genii treinuit in:nuance on bdtaltof arty person who is or was A director, officer, employee, ur agent ofthe Corporation, ur is or was. sewing it the re(pleilt Of the Corporation as sr director, officer, employee, or agint of smother empotation, partnership, joint venture, ttust,. or other enterprise against any inttility asserted *Onto him or her mid recurred by hint or her in any such capacity, orstrising out otitis of her sutos es suck. windier or not the forpostion :would have the power to indemnify him twitter against. such &hinny tender the pnwisiorta of this Article. The. COT11O111lieill reserve the tight to amend, alter or repeal' any of the provisions of these Articles of Incorporation and to add or insert other provisions anthOriaed by the laws of the Vitain Islands in the manner and at tbg time prekrilsed by said laws, and all rights at any rime conferred upon the Bond of Directors And the stockholders by than: Articles of incorporation are grimed subject to the pmyidona of this Annie • fifi .• • 2 ;5 • (signature page lollovral CONFIDENTIAL - PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001672 EFTA_000 15146 EFTA00165924 IN WITNESS WHEREOF, ivelrive hefting° subscribed out navies this ra day of Not.cinbet, 2011.. 'Brett Cosy, Incorporator mummy 0.1: THE ut.wrizo sults vnt(;1 ISLANDS, ) DISTRICS OF St THOMAS AND ST. JOHN 'Ilte foregoing iibittontent was acknowledged beton: inc this rttb, day. of Norsambet 2011, by Erika Kellethals, Gregory). Fetbntscin, and Wert Geary, L ST GONA MARIE BRYAN NOTARY PUSIXINIF 069-00 COMMISSION Er/R17$00/2tV2013 . TFIOMASFS.. T JOHN. IJ$VI 7 A. I CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001673 EFTA_000 15147 EFTA00165925 tilt USW PATISWGra NANOS COCFICEOP THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5019 Kongens God° . 1;05 Krug Shod ChoiSole Amalie. Argh blonds 00602 OlthlianSlOd; Woes islands ODECO Phone • 340:776.8515 ' Phone - 3003/34419 lox -.340.776.1612 fel- 340.773.0330 June Z. 201.3 CERTIFICATION OF GOOD SIANDING This is to certify that the corporation known as SOUTHERN TRUST COMPANY; INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation office Of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER 8, 2011 authorizing the said corporation to condudt business in the Virgin Islands and the corporation is considered to Perin goad, standing. entse Johannes Director, Division of Corporation and Trademarks D1/RR 1 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001674 EFTA_00015148 EFTA00165926 Coop No. 5331871 . . GOVERNMENT OF ; THE VIRGIN ISLANDS OF THE UNITED,STATLF.5 0 - -CHARLOTTE AMALIE, ST: THOMAS, VI 00802 ill,: inaleaNigneti. Ill.:NAN I GOVi2hNO'1,1KihercKy Ih:d• • FINANCIAL INFOUNLVIILS. INC. • . O:the VIiiiiiiiiitliieliieti i it ins ofiitc ur: Nos cinint 18, 21)1 I ;I\ .provided. lot 6) 'W.V. /Al lit, le: of I;II.ttil3ohlticlii..d4lY'llal101'iletiVd, :, 4.i.:::. ,. Li WIIITyo(24kh4RFmks 0 JI. suid:Nlielcs;and t1/4lici.lyiVI liaty! the samc. ii:ki flteir •,. tcces.*:AliyAibilOesietiliFtrir(04 *fr ill MC InI480401(3, :l Htikil!* ;e1,00 ,611;011 by lilt: pilnIC iit 3[.;1 for tlitcriiiiti t.`8*cl forth ins8it1Anticl,N, wit() the rittit. of succession ipeillerein null. kind and iNc c.c•t: of Inc Ciiis,nn cm; of the V:11')I1 II1C I hal IOC: A,nalie, S1 I Htl. dis of Dc,,cnil,t.n, 20! ) )OR V.A. FRANCIS I ; c u t e : t o i t t < o n V O l t ; 0 1 o f t h e \.ric, 7.1 i ant - CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001675 EFIA_000 15149 EFTA00165927 • itiIRS°""6" ilia InaSURY mmichda,ARVENUB SERVICE f.'INCINNATI. OR 45999.0023 PYNANCIAL INC 0102MAVOlg/OUT. 15 16- ST mans.% vl oosoa Date of Chid notice: 02-11.20L2 octifltation Hebert Point 5S-4 Wdebor of thin enCice; Cp 575 A. For assistance•you may call us at: 17800-I29:013 IF YOU *RITE, ATTACH Tilt MVO h.T END•OP 'CRIS NOTICE, WS A55101.80 YOU AN EXPLOYER somonnandw. Ntt4BER Thank you for applying for Employer Identification Weber (RIO, we assigned you W114•66-0775061. This EIS win ideesify.yoU, hour businnea accounts, tax returns, and documents, oven if you have no eepleyess. Please keep thin notice in yak perwanent records. Mien filing taxdeny:wits, payeents, and related correspondence, ie is very important that you Use your BIM and complete name and addrelis exsctly es nhown.abova, Any variation say cause adelny in processing. result in incorrect informatiee In your accobot, or even cause you to be assigned more than one EIS. if the information is net correct aisohisel above, please make the correction usir9 the attached tear LAY stub and ratanit to us.. Based on the information.received•from you. or Amt• representative, you mist file the'eolloming torahs) by the date(01 shown. Form 94186 R1/11/2011 Form 1120 03/15/4012 If you have queetiend admit the form(i) or the due. ilate(s) Ahearn, yob can call es at the phone number eclat-Ito to ulo at. WW1 andtesa almewn tot the top of thin notion. If yen_ need help in determining your minuet accounting period (rawyear). See Publication 530. Accounting klexioda. and Methods. We assigned you a tax claeaification based on information obtained from you or yak representative. It is not a legal determination of your tax clesSificstion, Media not binding on the TR5. It you want a legal doteredentice of'yeertax alassifieetion, you may request a private letter ruling from the IRO !slider. )171-qtadelkh's in Revenue Procedure 2004-1, 2004-1 I.R.A. tier superseding R Procedure for the year at. issue). Etta: U Certain taw plass itation.slectiens emu bar ted by. filing Fora 0032, &lefty Cleasificaticm Paottion. see Perm 0812 and its instructions for additionel information. IMPORIBEFINPoRms21014 PDX P COMPORATIC441148CilOnr If you intend to sleet to file your return as a wall buninens corporation., mi election to file a. Perm 1120-B Suet besedm within certain bleaframes and the • corporation east meet Certain testa. All of tine intonation is included in the instructions fOrFtmin 2553, Blectioh by o Small. Moines. Corpdamtioth j • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001676 EFTA_00015150 EFTA00165928 GOVERNMENT OF • THE VIRGIN ISLANDS OF THE UNITED STATES • -a cRAMDTTE AMALIE, ST. THOMAS, VI 0,0802 El To Whom These Presents Shall Come: • I, the undersigned, LIEUTENANT GOVEkNOR, dO hereby certify that FINANCIAL INFOMATICS*, 1NQ. a Virgin liland.s corporation, tilettin the Office of the Lieutenant Governer. on September 21:201Z as prnvidedfor by Inw,C,etrifkme of Amendment Attiplee of incorporation, duly acknowledged; changing its name to .BOUTIIERN Tja/ . , W11EREFORE the said Amendment is hereby declared to have been duly recorded In this office on the aforesaid and to be in MI force and effect from that date. Witness my hand and the seal of the Government of the United States Virgin Wands, at Outdone .Amalie, this 314 day of October, AD. 2012. 'SA+ 62; 1 • ' G Y It FRANCIS. Lieutenant Governor of the Virgin Wands CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001677 EFTA_00015151 EFTA00165929 tel.hantoStArtflittrai.tsiejioS OFFICE OF THEUEUTENANT: GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS Sae Kongens Gado 1105 Khg Srroel C1100014, Amon*, Virgin leands.00907 Chtlthonsied.*Virgin ybnds00020 Phone • 340.776.85'5 • Phone - 340.273 6449 Foot • 340.776.46'2 Fox •• 340,773,0339 June 25.-2013 CERTIFIcAVON OF GOO& STANDING This is to certify that +he corporation known as SOUTHERN TRUST COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of Incorporation: office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMBER t 2011 authorizing the said corporation to conduct business in the Virgin Islands and the.corporation is considered to be in good standing. anise Johannes Director, Division of Corporation and Trademarks 01/gg CONFIDENTIAL — PURSUANT TO FED FR CRI M P 6(e) DB-SDNY-0001678 EFTA_000 15152 EFTA00165930 CONSENT OF THE BOARD OF DIRECTORS. OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the DitectOri ofSmitheni Trust Company, Inc., a US. Virgin Islands , Corporation ("the Corporation", he,:reby certify that die followiog resolutions, ete unanimously adopted and entered into by the Bond of Directou on the 19" day of March 2013. • :•ivrtNEs Erni: WHEREAS; the. Ciiiporstion is a• corporation organized and ei fisting under the fit* of tiie.US. . Virgin Islands; • • • • . , WHEREAS, the Bela of /3hectois as of the date of this .Consent are is Eoliths= JeffiF7Epstein • Darren K Indyke Richard Kalil • WHEREAS, the uadessigned, being all of the directors of the Corporation, coOsent.ttitthe tilling of.. the following actions in kis of a meeting. of the .Board.:of /Directors in •acoordatiee with the. Genetalj. Corporation Law of die United Stites Virgin Islands (the "Ga.") and waive any nonce to be ghee in • • connection with. theineetinepursuspr to the Gal •••• . . • WHEREAS, Finaucial -knot Company, Inc., acorporsaiOrt orgardied and existing under the laws of the United States Virgin Islands ("FTC'),is the shit shareholder Ofjeepers; Inc., i ecepeisitiOn organised - and existing under the laws of the United States Virgin Wands ("Jeeperfl, which has elected to be taxed as qualified eOc41•Ftik su!)44isur • • *• • • : " • • . • • • . • • • . . • . WHEREAS,: the Boaid :Of Di/edits oe•FT4 determined that it A in the best inlet. eats 'Of the dozponition shierisolde;cjeffsey E. Eisstisils ("Epstein", to tienefet and distribute to Epstein all of the issued and outstanding sharei of jeepers, free and clear of all liens; clainti and encumbrances (the leepets pith that Epstenishatlbecoinethe'Soleshitelsolder ofjceperu , •• . WHEILEM,Epsteio is dui the sole shareholder OfCceporatits4. • • • . • WHEREAS, the Corporation is the sole mimbei of Southern Finanaal, 114 a United States. Virgin Ider*Iiinitedliabffity. Company organized on. February 25; 2013 ("SF.'); : and • . • . . • WHEREAS, ;the Board 4)E Directors of FTC has determined that it the bOt itaterests of FTC • and its sole sliakehe4der to• merge _FTC into lido the completion of which meiget:SF ahal Set . stuviving sanity 4.4 said merger (the "Magee); • CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001679 EFTA_00015153 EFTA00165931 WHEREAS; it is intended that the Merger be effectuated men, in accordance with, ind rubject to, the 'provisions of art Agree/nem and Plan of Merger in the form annexed as Exhibit "A" hereto, Which has also been approved by the Board of Directors of FTC and its sole shareholder (the Wager Agitaisent"); • . WHEREAS, in connection with the 'Merger aid pursuant to the provisions of the Merge Agreement, Epstein is to surrender for tancellafroM tea thousand (10,000) shies o€ the Common Siock Of FTC, representing all of the issued and outtanding.shares • of FTC's CoMmon.Stock and all of suchissued and outstanding shares held. by.Epstniiiimid in consideration of FTC's merger, with' and into SF; the wholly owned subsidiary of the Catpatado$:and the transfeOf riesasets to 'SF by operation of law as a result, of sikliMerger, the-COrpotation is.M.issiataisidditionat tai7thOuSalidl(1,0,000) shires of its Comma ' Stock, 1.01 pat value (the."Comnion Stock") to Epstein (the "Additional Shares'). . WHEREAS, the Board of Directors of the Coiporation has determined Mara is both advisable , and in the best interests of the Corporation and of Epitein, as' the sole shareholder of the Cospotation, that the Merger be consummated upon, in accordance with, `and subject to the provisions of. the Maga Agteensent, and that in connection therewith, the Corporation issue the Additional Shares to Epstein; • • • NOW THEREFORE. BE IT: . . . RESOLVED, that, after consummation by FileOf its; issuance to *MOS of the Jeepias Intermit, the Merger, upon, *accordance with, and subject to, the terins and conditions of the Merger Agreement, be and it is hereby authatired and:approved. RESOLVED, that it is intended that the Meter qualify as a tax-free teOrganization render section 368(a)(I)(A) of the lateens' Revenue Code; . • RESOLVED, that the form and- provisions of the Merger Agreement, be and.thei hproy are adopted Ind approvtid; . RESOLVE L, in connection with the Merger ohdtassuiPtiO the ptovtstoiiiaihe Me4es Averment; the Goilioration issue the Additional•Shae‘to3t: • •• •• . RESOLVED, that, the Prisident of the torpcdatimbe, and he hereby is, atithothed, *metered • and Airedted, foland, on behalf of the Corporation, to execute and Alva the Merger Agreement, and to . executennd ale Office of the Lieutenant Gov morel dte.Unittd.Statcs Vitgin Islands Articles of Merger in foam and substance that has been approved by legal erarirsel to the Corporation ai being compliant with the requirements of the GCL andnazi1aq or appropriate in circler to effeetnate Maga in accordance with the provisions of theiMeiga Agreement, and' • • ' .4 • ••. • . . • : • •• • • • ..• . • • RESOLVED, that the officers of the Corporal:Marneand each of than hereby lifauthocized, cmpoWaed'aiid dicti-tcdrfoc.ariel on:behalf of the Cotpontarm, to execute anddeliver allauch agreements, documentsand instruments, to pay all such costs, fees and expenses; and take atanch action as such officer deems iseresiiity or advaible in order ro consul:On, the Merges an accordance with the .c of the Mager Agreement. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001680 EFTA_000 I 5154 EFTA00165932 This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the Corporation. TN WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of Financial Tmst Company, Inc., on this 19's day of March, 2013. Jeffrey E. \)iisaas kacidcg(t-— Omen K. ludyice Richard Kahn CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001681 EFTA_00015155 EFTA00165933 CONSENT THE BOARD.OFOIRECTORS OF • . FINANCIAL INFONIATICS;bsiG,- . . . , • • • . The undersigned, being all of the Directors of yinincial Infoinatica; Inc„ Islands, Corporation ( the Corporation"), hereby, certify that the following resnkitiuris.-were unanimously adopted. and entered initclay the Board of Directors on the 18' day of Nosembcr, 2011 • • ' • • • ' • WITNESSETIL, • • ' WHEREAS; the Corporation is a corPoration. organized and csieting tinder the, Inws .of the US. Virgin•Islands; and • . . . . WHEREAS, the Corporation was duly formed in the United States .Virgin Islands on November 18, 2011; and:, ; WHEREAS; the Board oiDircctors as of the date of this Consent are as follows; Jeffrey Epstein Darren Ihdyke ' RichardIahn WHEREAS, die undersigned,. being all of the director's of Financial Infoinitics, Inc., consent. to-the . taking of the following actions` in lieu. of a meeting of :the,18paid of Directors in :accordance with • the corporation laiustif the United States Virgin Islands and waive any notice to be given in connection with the meeting pursuant to the corporation laws of United States Virgin Islands; and • • ' WHEREAS, thii cell-potation is atntaaiired, idles smirks of iticniporati0n, tri.issrie•Arr.autegate of•' /0,006 share's of stock of the par value 'nfS.01 per sliaiO; • : ' • • ' . WHEREAS, a .deposjtc;iy shall he established for the rfunds of the corporation and ilidic.Who ire authonzed to do so 'May withdraw them on behalf of th'eemperation; and • • • • . NOW THEREFORE BE IT ;ft 4 RESOLVED, Chit all aeuotcs taken bithe'incorporatora Corporation of rho during the:period from • • Nnvember la, 2011 through: the date of this Coriscnt, including, but not limited ro, tiling the Certificate of •• IncorPoranpo•ot the Corponition and adopting the iniiial Ply.-11"; of Corporation,:. be, an d the same hereby is, in ill respects, ratified,. adbpted and appioyed; and a is further ' RESOLVED, iliac the officers of the .Corporatitssi shalLinclude a President, and tray include. ode or ' • • • •• • • . more Vice•ptelidints, a Secretary and a .Titeasuree, and it is further.' : • ' • each:oc'thetriltowing persons ii h'erchy appointed. and elected to die Pit& set • forth opposite his name below to scmc is: such in ,sceordance with :the'prnvisions—a the Br law:( of die CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001682' EFTA_00015156 EFTA00165934 anoninntd the .next meetwig.01 directoitocrtheAorpotation irnmecluitely following the• next annual ••• emeetingorthe;:stookftelleet ofthe Corporation and until his successor shall have been duly elected and shall • , Jeffrey Epsteifi, President • Darren Indyke, Vice President and Secretary Richard Kahn, Treasurer . . : RESOLVED, ihat the officets of the Come:noon be; and each of them berth!? is ikulhthiZtti, . • empowered ind dithered to produce all books of account, stoat( books and Othermaterials and stipples . . : . necessary or appropriate in connection with Maintaining die reeprdk and conducting the business of the Corpcation, and to pay, ll costs and-expenses and:to maite'full reinibursement. for all'expenditUres made in connection with the organization of the.Corporatibm'and it is:fitriliiii • " ' .. RESOLVED, that thispecienen of stock certificate to evidence Shires of the Common Stock par value of :01 (the -Common Siock”), of the Corporation in ili:rVforrn subiniited to the undeisigned, which is to be filed with this Consent, be and the, same :hereby-is; OProved and adopted; and the President,: the Vice • President, the,Sectetary and/or any other officers authorizedby the .By:lawi of che'CorpOratiOn.be and each of them hereby is, authorized to isue'..'eertificates in such form for shares Of hilly paid and nbn- 'isaessaide tomniein. .wile Stock the.isinariee thereof is duly .audioiized by the • : Board Of:Directors of 'the • . it . Corpotatirin;and it is further . : : , ; • . • ; ' • , . . . , RESOLVED, that the Corptiration accept the iailist.ription:OfJeffrer E.- Epstein for 10,00O'shatei • of Common Stock, upon the terms and conditions ofernained in the subccriptioh• agreetrieni..i.iatd sap( Noyember 18; .?..911 of Jeffrey E. Epstein, a enPy of Which:Shall:be 6Ied•With the official tccards Of the. . Corporation; ind its further . , RESOLVED, that the Vice President and theiTreasurer of the Corporation he, and each of them .• hereby is, authorized and directed to issue, on behalf of ihetorporation;.to Jeffrey R F4iStein, a certificate for 10,000, shares: of the Common Stock;andit is further RESOLVED, that all o€ the 40,000 shares oUthetthilinenc,StoeitaS authorized for issuance by the. inimediately preceding resolution' be in :all!iespect\ when; issued is aforesaid; validly issued, fully paid . .and non-assesSabli; and it is further • RESOLVEO;that the seal; an impression of which appears in the margin Of 'Mai Consani, be, antJ the same hereby eladoptedAs the seal of the,Corporsldn; and leis flintier • RESOLVED, that:the corporate record book ind thticsroCk transfer ledger dieteat,be and each of the same hereby is, adopted as the record book andstOck trniSfer , ledger, respectively, of the CorPortitiOn: RESOLVED; that, 'with respeCt to the ppening:niaintaining and dosing of bank:accounts:of the Corporation, the President; any Vice President, the l'rdastrier and the Secretary of: the CorporatiOn, be, ar.a. • .each of them bitchy is, authorized as .follows:: CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001683 EFTA_00015157 EFTA00165935 .4 • tj A L :': To designate one: or mckelbariki,. Mist companies otodier.annitar'instittirieitisasdepositoriesof. the funds, including, wiihdiislirriitatidn, cash and caslc.equivalents, of the COrpithition;: . _ . . .• . „ . . . . " • . 2. ,To.open, keep and•close general and special hinlifiatteektors,ineluding general deposit nOaotirds::•" payrogiccounts and suot"kitig fund accounts, with anyititehdepoikeiy, . 3. To cause to be deposited in such accounts withi .anyinach,etepositriry; from: time io ttiroe'sueir fundi,.intjuding; without limitaEtAn,ptsh ;and cash tquivaltrits;:of ;TheC.orporation: pith/. officei deep's necessary or idY.iSable,'andro designate or change theclesignation of the officer or officers and agents of the Corporation who will,he ahtlittriikerto.niake such deposits and to endorse such checks, drafts or other instruments for such deposit's; • 4. From time to time to designate or change the designation of the officer or officers And agent or agentsof the Corporation-who will 4iithorized1.0,0p. or cotioterSigri:,checka, tliafti or other orders for the paymrntaof money issued in die ;name of she Cerpepaidncagaiint .any funds de ied posi suchoii*ouiltskautd•M i‘facike any such:designation; • • . • . • . . auto's* rhe int ct`f si'grtattm*,foetteaig g* cOunterNigriSnf,eht*.giafts:Or other orders for the payment of nioneion&to .:enter into such agreements. ati :•• companies customarily require aSa caniljtidn for permitting the use of fAcsitnile signaairec, • „ . 6: To.rnalcelatich genriAl and special rules and rep,ulinions with respeci tti. Such accohnts as they fiVit aqui. necessary or Advisable; and 7 To` CoMplete, execute and/or certify any cuscontuy printed blank signature card:forms 41, order to eonyeniendy exercise the authority granted by this resolution and any resolutions thereon' shall be deemed adopted as part hereof; and it is limber RESOLVED, that the President or 'the Seezetary of the CtStporitiorbe, and such officer hexclAris. authorized to prepare and certify as' eresoloftons of the Board of Direefori,ai if adopted verbatint0tthis Consent, any Suclg additionakresohations as arty r such dejesitory•may reqiiire connettion with: the 'Opening of an account-wadi such.depositorY as auditatited pursqint to the inunceliately,preceding resolution, antlehat :any such deposispiy: to:oliiicit a copy ot.4ie preceding, resolution, and 'Such' additional-. • .resolutions, if,anyi,.bayt.tieen• certified shall'br entitled 'to rely thereon Tar ail purposes until it ihall•trave rettiS,ed:wcittedottiiicebt 'the revocation or amendment of suell resolution51W the Board Of nirectors; and R£$O1Argn, C that the fiscal year of this O17 ration'aludjhe gin ,the first day of January in each yen; andst ik further . • ". RESOLVED, that for the pdrposc.otauthopzing the Corporation: to do business in 'any ;rate, tecritQry or dependency i(Or United:Statesor any.foreign countty.u1*Iiich it is necessary or expedient for ' thi•OftiPorati6Miti .transact busineas,rege Offices's o.4 tke Corpgrefinti!te, and eapli;Of," If* hereby., is; audpirited toapPoiyft and substitute all"netessary;agen1 or attorneys for sauce of piocfiff, to tlestsnate.ind change the locati0n: of all necessary offices of•dia;Cprporstion, whether statutory:.*:piligrikg:;*04,,andsr the seal of the Coipbration, to make and fileall.s .cesisry; certificates, reports, poweni'Of attorney:And other instrumentsaamay be required by:the laws of Sixli.Stal.te, territory, dependency or .country to authodie,t • he • CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001684 EFTA_00015158 EFTA00165936 Corporation to transact business therein; and it is further RESOLVED, that the officers of the Corporation' be, and each of them hereby is, authorized and directed, on behalf of the C,orporarion, to do and perform all such further acts and things, to execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such further certificates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority with respect to the bank accounts of the Corporation), including, without limitation, such taxes and assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate co catty out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated. This consent shall be filed with the Minutes of the proceedings of the Board of Directon of the Corporation. LN MTN. ESS WHEREOF, the undersigned has executed ibis Resolution as the first &rectors of Financial Infomaties, Inc., on this 18s day of November, 2011. Jeffrey Epstein, Director \N ta-A—L-C-•••-- Danr Indyke, Director I I / • Richard Kahn, Director CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001685 EFTA_00015159 EFTA00165937 FINANCIAL INFOMATECS, INC. SUBSCRIPTION FOR,COMMON STOCK The undersigned hereby subsaibes for Ten Thousand (10,000) shares of the Common Stock, 6.01 par value, of financial Infomatics, Inc., a United States Virgin Islands corporation (the "Corporation"), ,the Certificate of Incorporation of which was filed with the Office of the Lieutenant Governor of the United States Virgin Islands on the 18"' day of November, all I, and agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the Corporation, t 0 ) pa share in cash or by check made payable to the Corporadon, at-which time a certificate shall be issued to the undersigned for the number of shares subscribed for. Dated as of November 16, 2011 Jeffrey E. F.pst Stiburibet for tq of Common Stock, $.01 Par Value Subscription A As of Novcmbec 18, 2011 FINANCIAL INFOKIATICS, INC. Eb' gtit-i-A"--It \oat Darren it Indyke Vice Praidcnt CONFIDENTIAL — PURSUANT TO FED R. CRIM. P. 6(e) DB-SDNY-0001686 EFTA_000 15160 EFTA00165938 la Current Clasidfication: (dick here for help) Internal CIP failure rectification (I) Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM Sender Date Subjed Jay Lipman 08/26/2013 12:04 PM CIP failure rectification ft) za Fran M Wickman 08/26/2013 12:08 PM Re: CIP failure red Classification: For internal use only Hi Fran, Please could you let me know if this document is sufficient for what we need? For Account For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Stearns and became a partneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co., managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the name of his firm to The Financial Trust Company and based it on the island of St. Thomas in tbe US Virgin Islands. All of his clients were anonymous except for the very wealthy businessman Leslie Wexner. His wealth has come from his days at Bear Steams and his financial management firms Kind Regards, Jay Lipman Jay Lipman Analyst I Markets Coverage Group Dedsdw Bank Securities Inc Deutsche Anti & Wealth Management 345 Park Avenue - 261.17 Floor CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001687 EFTA_00015161 EFTA00165939